6 ms·

NDA - Company Wants Ownership of Every Idea or Invention I've ever had

35 points by fallingfrog 5y ago

I'm being asked to sign an NDA that says that "..all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are or were owned by the Employee, which relate directly or indirectly to the current or anticipated future business of the Company have been assigned to the Company (collectively, “Prior Developments”) and (ii) to the extent not previously assigned to the Company, assigns all right, title and interest in and to all the Prior Developments to the Company." So, every idea I've ever had? Is this legal?

dekhn 5y ago
That's not an NDA, that's an intellectual property transfer. It's also a clear sign whomever you are dealing with is a shark. Swim away, little fish, lest you be eaten.
- rurban 5y ago
  Looks like Amazon to me. Nobody else would dare this, but Amazon is known for such contracts. Well, they really must pay a LOT to get people sign over everything :)
  - dekhn 5y ago
    You mean AWS? I absolutely doubt that AWS asks software engineers to sign agreements to turn over ownership of prior inventions and ideas (and copyrighted works!) If you have links to articles suggesting they have, I'd like to see it.
    - rurban 5y ago
      This is from personal experience. There are many cited sources, such as this one: https://www.theregister.com/2021/08/13/amazon_game_contracts/ https://www.theregister.com/2021/08/13/amazon_game_contracts... but this was just a single case, retracted for bad publicity. They try their shenigans even in Germany. You need to get all your private work approved by a committee, otherwise you are not allowed to maintain it off-work, because it may conflict with Amazon business interests. Try that with your 300 repos. You might get 2-4 approved, after months. And they really believe their intellectual properties trump your intellectual property, not vice versa. You'll learn from them, not them from you. Ha
- mastah88 5y ago
  Well described. I agree
codingdave 5y ago
Legal? Sure. Reasonable? Absolutely not. Say no. Feel free to laugh as you say it.
- fallingfrog 5y ago
  This was given to me after I was already hired. If I leave the job I'll have no way to support my kids.
  - dekhn 5y ago
    this is something you need to dicuss with an employment attorney. Either way, you're working with terrible people and if you feel you need to sign this to keep your job and support your family, you're being exploited. Is this in the US, in a major city?
    - fallingfrog 5y ago
      Yes, but I'm not going to say exactly where.
      - dekhn 5y ago
        OK you need to find a lawyer to get real advice immediately. You can't just dump something like this on HN and ask for advice without providing enough context for us to advise. This doesn't like a big company, so in many ways my suspicion is this is a small company with a greedy founder and lawyer and they are taking advantage of employees. If it's a large company, they should know better. If I were to handle this myself, I'd first check to see whether I was 100% convinced that I needed to keep a job to support my family, because voluntarily signining away IP rights like this is a terrible idea, even if it is legal and/or enforceble. Next, i'd evaluate whether I could get away with not signing the form. Are they making it a condition for further employment? An implied threat you'll be fired? My guess is no, it's really a bluff, they want you to sign, but if you pushed back correcftly, they'd fold. However, it's a delicate thing to do that.
      - fallingfrog 5y ago
aaronrobinson 5y ago
It does say “related to, directly or indirectly” so it’s not everything?
- AnimalMuppet 5y ago
  No, it's not everything. It's still too much, though.
fallingfrog 5y ago
UPDATE: enough people complained that they are revising the language.
- yrui 5y ago
  It was a bad management move. It's basically saying that the company wants to exploit the employees and steal their IP. Companies that do this shouldn't expect anyone to innovate while working there. I wouldn't be surprised if your company folds soon.
  - pyuser583 5y ago
    Or it says management is paying attention to legalese. For a few years Apple offered Safari for Windows. But they used the same EULA as Safari for Mac, which specifically forbade installing it on non-Apple OSs. Again this is called “Safari for Windows.”
- fallingfrog 5y ago
  Honestly, I think it was a form given to them as part of a deal that they just overlooked. They told people to hold off signing it pretty quickly after people pointed out the clause. I’m going to assume good intentions here since they changed tack so quickly.
karmajunkie 5y ago
Keep reading. I've seen a lot of these clause's lately that have limits placed on them in another clause further down that, for example, makes clear that things you do that don't relate to the company business on your own time and equipment are not covered. But if the totality of the agreement doesn't carve out exceptions like that, don't sign it. It's egregious overreach.
whobutsb 5y ago
I worked for a company and they wanted to do something similar, I think they went with something boilerplate or some suggestions from an attorney. I suggested a compromise and we use something akin to the [GitHub Balanced Employee Intellectual Property Agreement (BEIPA)](https://github.com/github/balanced-employee-ip-agreement/blob/main/Balanced_Employee_IP_Agreement.md https://github.com/github/balanced-employee-ip-agreement/blo...). I'm not sure if in your circumstance they would go for it, but it worked out for me. Here is the github blog post - https://github.blog/2017-03-21-work-life-balance-in-employee-intellectual-property-agreements/ https://github.blog/2017-03-21-work-life-balance-in-employee...
pingsl 5y ago
In this employment, you think you work 40 hours a week. But your employer thinks you work 7 * 24 because even the ideas you get in your spare time belong to the employer. It doesn't sound like modern work relations.
muzani 5y ago
It's often lazy legal writing, not malice. Feel free to propose to them a better agreement. I usually do that with contracts like these. It's like the legal equivalent of giving read write execute access to everything.
fallingfrog 5y ago
UPDATE: The company revised the NDA to say, "prior to this agreement but after the employee was hired, and pertaining to the business of the company", which is likely what it was supposed to say in the first place, so I'm going to say that this was an honest mistake.
gregornoriskin 5y ago
I do not believe that this is enforceable. It is also highly questionable, bordering on outright evil. I would look for another job just as soon as I could. I would not want to work for a company that had this in an employment contract, because it means that they are either morally flexible, or not diligent about drafting legal contracts, either of which make them a company I probably don't want to work for.

35 points by fallingfrog 5y ago

dekhn 5y ago

That's not an NDA, that's an intellectual property transfer. It's also a clear sign whomever you are dealing with is a shark. Swim away, little fish, lest you be eaten.

rurban 5y ago
Looks like Amazon to me. Nobody else would dare this, but Amazon is known for such contracts. Well, they really must pay a LOT to get people sign over everything :)
- dekhn 5y ago
  You mean AWS? I absolutely doubt that AWS asks software engineers to sign agreements to turn over ownership of prior inventions and ideas (and copyrighted works!) If you have links to articles suggesting they have, I'd like to see it.
  - rurban 5y ago
    This is from personal experience. There are many cited sources, such as this one: https://www.theregister.com/2021/08/13/amazon_game_contracts/ https://www.theregister.com/2021/08/13/amazon_game_contracts... but this was just a single case, retracted for bad publicity. They try their shenigans even in Germany. You need to get all your private work approved by a committee, otherwise you are not allowed to maintain it off-work, because it may conflict with Amazon business interests. Try that with your 300 repos. You might get 2-4 approved, after months. And they really believe their intellectual properties trump your intellectual property, not vice versa. You'll learn from them, not them from you. Ha
mastah88 5y ago
Well described. I agree

codingdave 5y ago

Legal? Sure. Reasonable? Absolutely not. Say no. Feel free to laugh as you say it.

fallingfrog 5y ago
This was given to me after I was already hired. If I leave the job I'll have no way to support my kids.
- dekhn 5y ago
  this is something you need to dicuss with an employment attorney. Either way, you're working with terrible people and if you feel you need to sign this to keep your job and support your family, you're being exploited. Is this in the US, in a major city?
  - fallingfrog 5y ago
    Yes, but I'm not going to say exactly where.
    - dekhn 5y ago
      OK you need to find a lawyer to get real advice immediately. You can't just dump something like this on HN and ask for advice without providing enough context for us to advise. This doesn't like a big company, so in many ways my suspicion is this is a small company with a greedy founder and lawyer and they are taking advantage of employees. If it's a large company, they should know better. If I were to handle this myself, I'd first check to see whether I was 100% convinced that I needed to keep a job to support my family, because voluntarily signining away IP rights like this is a terrible idea, even if it is legal and/or enforceble. Next, i'd evaluate whether I could get away with not signing the form. Are they making it a condition for further employment? An implied threat you'll be fired? My guess is no, it's really a bluff, they want you to sign, but if you pushed back correcftly, they'd fold. However, it's a delicate thing to do that.
    - fallingfrog 5y ago

aaronrobinson 5y ago

It does say “related to, directly or indirectly” so it’s not everything?

AnimalMuppet 5y ago
No, it's not everything. It's still too much, though.

fallingfrog 5y ago

UPDATE: enough people complained that they are revising the language.

yrui 5y ago
It was a bad management move. It's basically saying that the company wants to exploit the employees and steal their IP. Companies that do this shouldn't expect anyone to innovate while working there. I wouldn't be surprised if your company folds soon.
- pyuser583 5y ago
  Or it says management is paying attention to legalese. For a few years Apple offered Safari for Windows. But they used the same EULA as Safari for Mac, which specifically forbade installing it on non-Apple OSs. Again this is called “Safari for Windows.”
fallingfrog 5y ago
Honestly, I think it was a form given to them as part of a deal that they just overlooked. They told people to hold off signing it pretty quickly after people pointed out the clause. I’m going to assume good intentions here since they changed tack so quickly.

karmajunkie 5y ago

Keep reading. I've seen a lot of these clause's lately that have limits placed on them in another clause further down that, for example, makes clear that things you do that don't relate to the company business on your own time and equipment are not covered. But if the totality of the agreement doesn't carve out exceptions like that, don't sign it. It's egregious overreach.

whobutsb 5y ago

I worked for a company and they wanted to do something similar, I think they went with something boilerplate or some suggestions from an attorney. I suggested a compromise and we use something akin to the [GitHub Balanced Employee Intellectual Property Agreement (BEIPA)](https://github.com/github/balanced-employee-ip-agreement/blob/main/Balanced_Employee_IP_Agreement.md https://github.com/github/balanced-employee-ip-agreement/blo...). I'm not sure if in your circumstance they would go for it, but it worked out for me. Here is the github blog post - https://github.blog/2017-03-21-work-life-balance-in-employee-intellectual-property-agreements/ https://github.blog/2017-03-21-work-life-balance-in-employee...

pingsl 5y ago

In this employment, you think you work 40 hours a week. But your employer thinks you work 7 * 24 because even the ideas you get in your spare time belong to the employer. It doesn't sound like modern work relations.

muzani 5y ago

It's often lazy legal writing, not malice. Feel free to propose to them a better agreement. I usually do that with contracts like these. It's like the legal equivalent of giving read write execute access to everything.

fallingfrog 5y ago

UPDATE: The company revised the NDA to say, "prior to this agreement but after the employee was hired, and pertaining to the business of the company", which is likely what it was supposed to say in the first place, so I'm going to say that this was an honest mistake.

gregornoriskin 5y ago

I do not believe that this is enforceable. It is also highly questionable, bordering on outright evil. I would look for another job just as soon as I could. I would not want to work for a company that had this in an employment contract, because it means that they are either morally flexible, or not diligent about drafting legal contracts, either of which make them a company I probably don't want to work for.